Musk must complete Twitter deal by Oct. 28 to avoid trial, judge rules
A Delaware Chancery Court judge ruled Thursday that Elon Musk has until Oct. 28 to close his acquisition of Twitter if he wants to avoid a trial, granting Musk a slight delay.
Earlier in the day, the Telsa CEO said he wanted to return to his original agreement to buy Twitter for $54.20 a share, and asked the social media company to end all litigation in order to close the deal. Twitter refused to oblige.
In a filing with Delaware’s Court of Chancery on Thursday, Musk’s side said Twitter should drop the court date scheduled for Oct. 17, so that the necessary financing can be pulled together to wrap up the acquisition by Oct. 28.
“Twitter will not take yes for an answer,” the filing says. “Astonishingly, they have insisted on proceeding with this litigation, recklessly putting the deal at risk and gambling with their stockholders’ interests.” Musk argued that the trial would distract his team from securing the financing necessary to close the deal.
In this photo illustration, the image of Elon Musk is displayed on a computer screen and the logo of twitter on a mobile phone in Ankara, Turkiye on October 06, 2022.
Muhammed Selim Korkutata | Anadolu Agency | Getty Images
In a filing later on Thursday, Twitter responded by saying that Musk and his legal team are being disingenuous. Only days before a trial was to commence, Musk’s team suddenly declares “they intend to close after all,” the lawyers wrote.
“‘Trust us,’ they say, ‘we mean it this time,’ and so they ask to be relieved from a reckoning on the merits,” Twitter’s side said. “To justify that relief, they propose an order that allows them an indefinite time to close on the basis of a conditional withdrawal of their unlawful notices of termination coupled with an explicit reservation of all ‘claims and defenses in the event a closing does not occur.'”
The Twitter lawyers added that Musk’s “proposal is an invitation to further mischief and delay.”
Twitter sued Musk in July to try and force the world’s richest person to stick to his purchase agreement, which was signed in April. Musk appeared ready to take the case to court, as legions of his text messages were released in preliminary filings.
While Twitter shareholders, at the company’s recommendation, agreed to Musk’s purchase price in September, Twitter may now be reluctant to walk away from its lawsuit without certainty that all the financing is available to close the deal.
Morgan Stanley and Bank of America are among the banks that originally agreed to provide $12.5 billion in debt for Musk. Since then the markets have tanked, particularly for risky tech assets.
Musk’s attorneys said that “By far the most likely possibility is that the debt is funded in which case the deal will close on or around October 28.” The lawyers added that “counsel for the debt financing parties has advised that each of their clients is prepared to honor its obligations under the Bank Debt Commitment Letter on the terms and subject to satisfaction of the conditions set forth therein.”
Twitter said in the legal filing that the Musk parties “should be arranging to close on Monday, October 10,” but is instead refusing to “commit to any closing date.”
“They ask for an open-ended out, at the expense of Twitter’s stockholders (who are owed $44 billion plus interest), all the while remaining free to change their minds again or to invent new grounds to avoid the contract ‘[w]ithout any admission of liability and without waiver of or prejudice to [their] claims and defenses,'” the attorneys wrote.
The Twitter lawyers also alleged that earlier in the day, an unnamed corporate representative of one of the leading banks involved in the deal “testified that Mr. Musk has yet to send them a borrowing notice and has not otherwise communicated to them that he intends to close the transaction, let
alone on any particular timeline.”
“The bank further testified that the main task necessary to close the deal —memorializing the debt financing — could have happened in July but didn’t because Mr. Musk purported to terminate the deal,” the Twitter attorneys added.
Earlier this week, Twitter acknowledged that it had received the letter from Musk and his attorneys in which they expressed their wish to buy Twitter for the original agreed-upon price. Twitter said in a response to the letter that “The intention of the Company is to close the transaction at $54.20 per share.” However, this is the first time since then that Twitter has commented on the litigation.
Bloomberg | Bloomberg | Getty Images
The Federal Trade Commission asked a judge in Seattle to delay the start of its trial accusing Amazon of duping consumers into signing up for its Prime program, citing resource constraints.
Attorneys for the FTC made the request during a status hearing on Wednesday before Judge John Chun in the U.S. District Court for the Western District of Washington. Chun had set a Sept. 22 start date for the trial.
Jonathan Cohen, an attorney for the FTC, asked Chun for a two-month continuance on the case due to staffing and budgetary shortfalls.
The FTC’s request comes amid a push by the Trump administration’s Department of Government Efficiency to reduce spending. DOGE, which is led by tech baron Elon Musk, has slashed the federal government’s workforce by more than 62,000 workers in February alone.
“We have lost employees in the agency, in our division and on our case team,” Cohen said.
Chun asked Cohen how the FTC’s situation “will be different in two months” if the agency is “in crisis now, as far as resources.” Cohen responded by saying that he “cannot guarantee if things won’t be even worse.” He pointed to the possibility that the FTC may have to move to another office “unexpectedly,” which could hamper its ability to prepare for the trial.
“But there’s a lot of reason to believe … we may have been through the brunt of it, at least for a little while,” Cohen said.
John Hueston, an attorney for Amazon, disputed Cohen’s request to push back the trial date.
“There has been no showing on this call that the government does not have the resources to proceed to trial with the trial date as presently set,” Hueston said. “What I heard is that they’ve got the whole trial team still intact. Maybe there’s going to be an office move. And by the way, both in government and private sector, I’ve never heard of an office move being more than a few days disruptive.”
The FTC sued Amazon in June 2023, alleging that the online retailer was deceiving millions of customers into signing up for its Prime program and sabotaging their attempts to cancel it. Amazon has denied any wrongdoing, calling the FTC’s claims “wrong on the facts and the law.”
“Amazon tricked and trapped people into recurring subscriptions without their consent, not only frustrating users but also costing them significant money,” former FTC Chair Lina Khan said at the time.
The FTC brought a separate case against Amazon in September 2023 accusing it of wielding an illegal monopoly. The agency alleged that Amazon prevents sellers from offering cheaper prices elsewhere through its anti-discounting measures. That case is set to go to trial in October 2026.
In the time since the FTC filed its cases, Khan has been replaced as the head of the FTC by Trump appointee Andrew Ferguson. Tech companies, which are the target of several regulatory agencies, have sought to curry favor with Trump, including Amazon founder and executive chairman Jeff Bezos. He attended President Donald Trump’s inauguration in January, and Amazon was among several tech companies to donate $1 million to Trump’s inauguration committee.
WATCH: Trump FTC Chair tells CEOs it will crack down on conduct or mergers that hurt Americans
Technology
Spotify says it paid nearly 1,500 artists $1 million or more in royalties for 2024 streams
-
Sports2 years ago‘Storybook stuff’: Inside the night Bryce Harper sent the Phillies to the World Series
-
Sports11 months agoStory injured on diving stop, exits Red Sox game
-
Sports1 year agoGame 1 of WS least-watched in recorded history
-
Sports2 years agoMLB Rank 2023: Ranking baseball’s top 100 players
-
Sports3 years ago
Team Europe easily wins 4th straight Laver Cup
-
Environment2 years agoJapan and South Korea have a lot at stake in a free and open South China Sea
-
Environment2 years agoGame-changing Lectric XPedition launched as affordable electric cargo bike
-
Business2 years agoBank of England’s extraordinary response to government policy is almost unthinkable | Ed Conway